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CALGARY, April 24 /CNW/ - (TSX - PMT.UN) - Paramount Energy Trust ("PET"
or the "Trust") announces that it has mailed a take-over bid circular and
offer to shareholders of Profound Energy Inc. ("Profound"), in connection with
PET's previously announced offer to purchase the common shares of Profound.
The take-over bid expires at 8:00 a.m. (Calgary time) on June 1, 2009, unless
withdrawn or extended, and is being made by 1463072 Alberta Ltd., an indirect
wholly-owned subsidiary of PET.
This news release is neither an offer to purchase securities nor a
solicitation of an offer to sell securities. PET has filed the take-over bid
circular and offer with Canadian securities regulatory authorities and
Profound has filed a directors' circular with respect to PET's offer to
Profound shareholders, recommending that shareholders tender their common
shares to the offer.
Shareholders of Profound and other investors are urged to read the
take-over bid circular and the related directors' circular. These documents,
as well as any amendments and supplements to them and any other relevant
document filed or to be filed with Canadian securities regulatory authorities
contain important information.
PET has retained Kingsdale Shareholder Services Inc. as information agent
for the offer. Shareholders may obtain a copy of the take-over bid circular,
the related letter of transmittal and election form, notice of guaranteed
delivery, the directors' circular and certain other offer documents at
www.sedar.com. In addition, any questions or requests for assistance or
further information on how to tender common shares to the offer, may be
directed to and copies of the above referenced documents may be obtained by
contacting the information agent at 1-888-518-6554 or by email at
contactus@kingsdaleshareholder.com.
Paramount Energy Trust is a natural gas-focused Canadian energy trust.
Paramount's Trust Units and Convertible Debentures are listed on the Toronto
Stock Exchange under the symbols "PMT.UN", "PMT.DB", "PMT.DB.A", "PMT.DB.B"
and "PMT.DB.C", respectively. Further information with respect to the Trust
can be found at its website at www.paramountenergy.com.
The TSX has neither approved nor disapproved the information
contained herein.
NOTICE TO UNITED STATES SHAREHOLDERS
This offer is made for the securities of a Canadian company and is
subject to Canadian disclosure requirements that are different from those of
the United States. Financial statements included or incorporated by reference
in the take-over bid circular and offer, if any, have been prepared in
accordance with Canadian generally accepted accounting principles and are
subject to Canadian auditing and auditor independence standards, which differ
from United States generally accepted accounting principles and United States
auditing and auditor independence standards. As a result, such financial
statements may not be comparable to the financial statements of United States
companies.
It may be difficult for U.S. shareholders to enforce their rights and any
claim that they may have arising under the United States federal or state
securities laws, as the offeror, Paramount Energy Trust and the administrator
of Paramount Energy Trust are located in Canada, and all of their officers and
directors are residents of Canada. U.S. shareholders may not be able to sue a
foreign entity or its officers or directors in a foreign court for violations
of U.S. federal or state securities laws. It may be difficult to compel a
foreign entity and its affiliates to subject themselves to a U.S. court's
judgment.
U.S. Shareholders should be aware that the offeror or its affiliates may
bid for or purchase securities otherwise than under the offer, such as in open
market or privately negotiated purchases, subject to applicable securities
laws.
FORWARD LOOKING INFORMATION
This press release contains statements that constitute forward-looking
information within the meaning of applicable securities legislation. This
forward-looking information includes, among others, statements regarding the
expected timing for closing the offer. Various assumptions were used in
drawing the conclusions or making the forecasts and projections contained in
the forward-looking information contained in this press release.
Forward-looking information is based on current expectations, estimates and
projections that involve a number of risks, which could cause actual results
to vary and in some instances to differ materially from those anticipated by
the Trust and described in the forward-looking information contained in this
press release. Undue reliance should not be placed on forward-looking
information. The material risk factors include, but are not limited to failure
to satisfy the conditions of the offer. Readers are cautioned that the
foregoing list of risk factors is not exhaustive. Forward-looking information
is based on the estimates and opinions of the Trust's management at the time
the information is released.